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(b) Seller hereby expressly acknowledges and agrees that it shall acquire the Surplus Property "AS
<br />IS" and "WHERE IS", and "WITH ALL FAULTS". Seller shall acquire the Surplus Property after
<br />such inspection, analysis, examination and investigation as it cares to make and expressly without
<br />the City's covenant, warranty or representation, whether express or implied, statutory or
<br />otherwise, as to physical condition, environmental conditions, zoning or other regulations,
<br />compliance with law, suitability for particular purposes, or any other matter whatsoever. Seller
<br />expressly acknowledges that it shall have been afforded ample opportunity to inspect, analyze
<br />and investigate all aspects of the Surplus Property and conditions relevant thereto, and Seller
<br />shall rely on Seller's own investigation and inspection, and all matters relating thereto and agrees
<br />that City has and shall have no liability or obligation whatsoever. Seller acknowledges that City is
<br />not making any representations as to the future granting of any city approvals, if any, required for
<br />the development of the Surplus Property. Seller hereby acknowledges that, notwithstanding
<br />anything to the contrary contained in this Agreement or elsewhere, City has not made and shall
<br />not be deemed to have made any representations or warranties whatsoever regarding the Surplus
<br />Property or otherwise, and there shall be no obligations of City that shall survive the Closing.
<br />Seller hereby assumes all risks in connection with the Surplus Property and the matters referred
<br />to in this Section.
<br />4. Title Insurance. Seller agrees to deliver to City, concurrently with the conveyance of said real
<br />property to City, within the time and at the place hereinabove specified for said conveyance of said real
<br />property, a policy of title insurance to be issued by the above mentioned title company, with the City therein
<br />named as the insured, in the amount of Three Hundred Forty Two Thousand Eight Hundred and Ninety
<br />Dollars ($342,890.00) insuring the title of the City to said real property is free and clear of any and all
<br />conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations,
<br />encumbrances (whether monetary or non-monetary, general or specific, and including any and all leasehold
<br />interests), liens, clouds or defects in title, excepting such specific ones as city may hereinafter expressly
<br />agree to take subject to. Acceptance by City of any such policy of insurance, whether such insurance
<br />complies with the requirements of this paragraph or not, shall not constitute a waiver by City of its right to
<br />such insurance as is herein required of Seller, nor a waiver by the City of any rights of action for damages or
<br />any other rights which may accrue to City by reason of the failure of Seller to convey title or to provide title
<br />insurance as required in this Agreement.
<br />5. Escrow. City agrees to open an escrow at the office of First American Title Insurance Company, 2
<br />First American Way, Santa Ana, California, (the Escrow Agent) within five (5) days from and after the date on
<br />which the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of the
<br />City and the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon
<br />the opening of the escrow. Escrow to close within 90 days of the City's execution of this Agreement.
<br />The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of
<br />this Section 5 and of the General Provisions described in Exhibit "G" attached hereto and incorporated
<br />herein by this reference, in writing, delivered to the City and to the Seller within five (5) days after delivery of
<br />this Agreement, shall carry out its duties as Escrow Agent hereunder.
<br />City agrees to bear and Escrow Agent is hereby authorized to charge to the City the cost of any transfer
<br />taxes, recording fees, cost of title insurance, reconveyance fees, document preparation fees, escrow fees
<br />and any other closing costs incidental to the conveying of said real property to City. Penalties for prepayment
<br />of bona fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil
<br />Code Procedures Section 1265.240.
<br />The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed
<br />upon it under Section 5, Section 7, Section 12 and Exhibit "G" of the General Provisions of this Agreement.
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